<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K/A
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED, AS OF OCTOBER 7, 1996)
For the fiscal year ended December 31, 1996
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from __________________ to _____________________
Commission file number 0-9787
------
A. Full title of the plan and address of the plan, if different from that of
the issuer named below:
REPUBLIC INDUSTRIES, INC. RETIREMENT SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
REPUBLIC INDUSTRIES, INC.
450 East Las Olas Blvd., Suite 1200
Fort Lauderdale, Florida 33301
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REPUBLIC INDUSTRIES, INC.
RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
TOGETHER WITH REPORT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
DECEMBER 31, 1996 AND 1995
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REPUBLIC INDUSTRIES, INC.
RETIREMENT SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
<TABLE>
<CAPTION>
Pages
-----
<S> <C>
Report of Independent Certified Public Accountants................. 1
Statements of Net Assets Available for Benefits as of
December 31, 1996 and 1995....................................... 2
Statement of Changes in Net Assets Available for Benefits for
the Year Ended December 31, 1996................................. 3
Notes to Financial Statements...................................... 4-6
Item 27a - Schedule of Assets Held for Investment Purposes
as of December 31, 1996.......................................... 7
Item 27d - Schedule of Reportable Transactions for the Year Ended
December 31, 1996................................................ 8
Item 27e - Schedule of Nonexempt Transactions for the Year Ended
December 31, 1996................................................ 9
</TABLE>
<PAGE> 4
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Plan Administrator of
Republic Industries, Inc.
Retirement Savings Plan:
We have audited the accompanying statements of net assets available for
benefits of Republic Industries, Inc. Retirement Savings Plan as of December 31,
1996 and 1995, and the related statement of changes in net assets available
for benefits for the year ended December 31, 1996. These financial statements
and the schedules referred to below are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1996 and 1995, and the changes in its net assets available for
benefits for the year ended December 31, 1996, in conformity with
generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes, reportable transactions and nonexempt transactions are
presented for purposes of additional analysis and are not a required part of
the basic financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The fund information in the
statement of changes in net assets available for benefits is presented for
purposes of additional analysis rather than to present the changes in net assets
available for plan benefits of each fund. The supplemental schedules and fund
information have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
Arthur Andersen LLP
Fort Lauderdale, Florida,
July 8, 1997.
1
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REPUBLIC INDUSTRIES, INC.
RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1996 AND 1995
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
ASSETS:
Investments, at fair market value:
Mutual Funds:
CMA Money Fund....................................................... $ 123,633 $ 400
Merrill Lynch Retirement Preservation Trust.......................... 495,537 146,633
Merrill Lynch Growth Fund............................................ 878,255 231,885
Merrill Lynch Global Allocation Fund................................. 423,371 205,814
Merrill Lynch Capital Fund........................................... 587,510 157,191
---------- ---------
Total Mutual Funds.............................................. 2,508,306 741,923
Republic Industries, Inc. Common Stock............................... 779,010 45,409
---------- ---------
Total Investments............................................... 3,287,316 787,332
Employee Contributions Receivable.................................... 136,906 121,184
---------- ---------
NET ASSETS AVAILABLE FOR BENEFITS.................................... $3,424,222 $ 908,516
========== =========
</TABLE>
The accompanying notes to financial statements are an integral part
of these statements.
2
<PAGE> 6
REPUBLIC INDUSTRIES, INC.
RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
Merrill Lynch Merrill Lynch
Retirement Global
CMA Money Preservation Merrill Lynch Allocation
Fund Trust Growth Fund Fund
-------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
NET ASSETS AVAILABLE
FOR BENEFITS DECEMBER 31, 1995.......................... $ 400 $ 146,633 $ 231,885 $ 205,814
Additions:
Employee Contributions.................................. 1,027 384,670 493,951 209,041
Employee Rollover Contributions......................... 528 54,613 68,310 66,919
--------- ---------- ---------- ---------
Total Contributions................................... 1,555 439,283 562,261 275,960
Dividend Income......................................... 2,955 14,986 59,499 34,118
Net Appreciation (Depreciation) in Fair
Value of Investments.................................. -- 668 63,244 3,016
--------- ---------- ---------- ---------
Subtotal.............................................. 2,955 15,654 122,743 37,134
--------- ---------- ---------- ---------
Total Additions....................................... 4,510 454,937 685,004 313,094
Distributions:
Participant Distributions.............................. (532) (80,018) (44,628) (41,959)
Other Distributions.................................... (2,169) (1,829) (17,063) (7,082)
--------- ---------- ---------- ---------
Total Distributions................................... (2,701) (81,847) (61,691) (49,041)
Conversions............................................. 119,974 27,759 42,749 12,503
Interfund Transfers, Net................................ 1,450 (51,945) (19,692) (58,999)
--------- ---------- ---------- ---------
NET ASSETS AVAILABLE
FOR BENEFITS DECEMBER 31, 1996.......................... $ 123,633 $ 495,537 $ 878,255 $423,371
========= ========== ========== ========
</TABLE>
<TABLE>
<CAPTION>
Merrill Lynch Republic Employee
Capital Industries, Inc. Contributions
Fund Common Stock Receivable Total
------------ ---------------- ------------- ------
<S> <C> <C> <C> <C>
NET ASSETS AVAILABLE
FOR BENEFITS DECEMBER 31, 1995.......................... $ 157,191 $ 45,409 $ 121,184 $ 908,516
Additions:
Employee Contributions.................................. 258,060 391,911 5,922 1,744,582
Employee Rollover Contributions......................... 150,147 121,441 -- 461,958
--------- --------- --------- ----------
Total Contributions................................... 408,207 513,352 5,922 2,206,540
Dividend Income......................................... 34,945 279 -- 146,782
Net Appreciation (Depreciation) in Fair Value of
Investments............................................. (1,108) 109,046 -- 174,866
--------- --------- --------- ----------
Subtotal.............................................. 33,837 109,325 -- 321,648
--------- --------- --------- ----------
Total Additions....................................... 442,044 622,677 5,922 2,528,188
Distributions:
Participant Distributions.............................. (52,054) (23,906) 9,756 (233,341)
Other Distributions.................................... (6,775) (6,196) -- (41,114)
--------- --------- --------- ----------
Total Distributions................................... (58,829) (30,102) 9,756 (274,455)
Conversions............................................. 56,227 2,761 -- 261,973
Interfund Transfers, Net................................ (9,123) 138,265 44 --
--------- --------- --------- ----------
NET ASSETS AVAILABLE
FOR BENEFITS DECEMBER 31, 1996.......................... $ 587,510 $ 779,010 $ 136,906 $3,424,222
========= ========= ========= ==========
</TABLE>
The accompanying notes to financial statements are an
integral part of this statement.
3
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REPUBLIC INDUSTRIES, INC.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
(1) DESCRIPTION OF PLAN:
(a) General
The following description of the Republic Industries, Inc. Retirement Savings
Plan (the "Plan") is provided for general information purposes only.
Participants should refer to the Plan document for a more complete description
of the Plan.
The Plan was established effective January 1, 1994 to provide benefits to all
eligible employees of Republic Industries, Inc. (the "Company"). The Plan, as
amended, is a defined contribution plan commonly known as an Internal Revenue
Code ("IRC") section 401(k) profit sharing plan and is subject to the Employee
Retirement Income Security Act of 1974 ("ERISA"), as amended. The Company is
the designated administrator of the Plan.
Although it has expressed no intention to do so, the Company retains the right,
if necessary, to terminate the Plan. In the event of Plan termination, all
amounts credited to participants' accounts become fully vested subject to the
requirements of ERISA. The Company also retains the right to amend the Plan.
Amendments subsequent to December 31, 1996 are reflected within these notes to
the financial statements.
(b) Eligibility
For all Company employees hired before February 29, 1996, the Plan is available
to employees not covered by a collective bargaining agreement, who have
completed two months of service and have reached age 18. Enrollment provisions
allow for one of four entry dates throughout the year, as defined under the
Plan.
Effective March 1, 1996, the Plan was amended to increase the service
requirement to 1,000 hours of service within a consecutive twelve month period
to be eligible for participation. Additionally, enrollment provisions were
amended to allow for monthly entry dates by all eligible employees regardless
of date of hire. The amendment also included a provision to allow employees of
certain subsidiaries of the Company to be eligible for participation in the
Plan under these amended requirements.
(c) Contributions and Funding Policy
Under the provisions of the Plan, participants may direct the Company to defer
a portion of their compensation to the Plan, subject to a maximum of 15% of
eligible compensation, as defined. Amounts contributed by participants are
fully vested when made. In 1996 each eligible participant could contribute up
to $9,500, subject to applicable IRC limitations. The Plan allows for rollovers
of vested contributions from previous employers' qualified plans.
Each year, the Company, at its option, may make a discretionary contribution to
the Plan. In order to be entitled to an allocation of the Company's
discretionary contribution, participants with 1,000 hours of service, as
defined under the Plan, must be employed on the last day of the Plan year.
4
<PAGE> 8
Effective March 1, 1996, the Plan was amended to limit the Company's
discretionary matching contribution to up to 100% of the first 6% of a
participant's contribution.
Participants who became eligible to participate in the Plan prior to February
29, 1996, vest in the Company's discretionary contribution in accordance with
the following schedule:
<TABLE>
<CAPTION>
Years of Service Vesting Percentage
---------------- ------------------
<S> <C>
Less than 1.................................. 0%
1............................................ 34%
2............................................ 67%
3 or more.................................... 100%
</TABLE>
Effective March 1, 1996, the vesting provisions were amended to provide for
the following vesting schedule for participants who became eligible after
February 29, 1996:
<TABLE>
<CAPTION>
Years of Service Vesting Percentage
---------------- ------------------
<S> <C>
Less than 2.................................. 0%
2............................................ 20%
3............................................ 40%
4............................................ 60%
5............................................ 80%
6 or more.................................... 100%
</TABLE>
Additionally, allocated amounts become fully vested upon normal retirement age,
as defined, death or termination of employment as a result of a total or
permanent disability. Nonvested amounts forfeited upon any participant's
withdrawal are used to offset any Company discretionary contributions.
The Company did not make any discretionary contributions to the Plan during
1996 or 1995.
(d) Investments
The Company has entered into an agreement whereby Merrill Lynch Trust Company
("the Trustee") has been appointed the Trustee of the Plan's assets. Under the
terms of the agreement, the Trustee holds and invests the funds of the Plan
subject to the direction of a designated investment committee.
The Plan provides five distinct investment alternatives for participants.
Participants have the option of directing their accounts quarterly, in
increments of 5%, to the following investment options:
Merrill Lynch Retirement Preservation Trust -- A mutual fund in
which amounts are invested in U.S. Government Agency Securities and
Guaranteed Investment Contracts.
Merrill Lynch Growth Fund -- A mutual fund in which amounts are
invested primarily in common stocks which are believed to be
undervalued by the fund's manager and therefore have growth potential.
Merrill Lynch Global Allocation Fund -- A mutual fund in which amounts
are invested in a portfolio comprised of U.S. and foreign securities.
Merrill Lynch Capital Fund -- A mutual fund seeking current income and
capital growth through investments in equity, debt and convertible
securities.
Republic Industries, Inc. Common Stock -- Effective July 1, 1995, the
Plan was amended to add the Company's Common Stock as an investment
alternative. In 1996, the Plan was amended to allow up to 50% of a
participant's total contribution to be invested in the Company's
Common Stock.
The CMA Money Fund is a short-term investment vehicle utilized by the Trustee
to invest cash on a temporary basis.
5
<PAGE> 9
(2) SIGNIFICANT ACCOUNTING POLICIES:
(a) Basis of Accounting
The accompanying financial statements are prepared under the accrual method of
accounting. In order to maintain consistency and comparability between periods
presented, certain amounts have been reclassified from the previously reported
financial statements in order to conform with the financial statement
presentation of the current period.
(b) Investment Valuation and Income Recognition
The Plan's investments are stated at fair value. Purchases and sales of
investments are recorded on a trade-date basis.
(3) BENEFIT DISTRIBUTIONS
Amounts allocated to withdrawing participants for benefit claims that have been
processed and approved for payment but have not yet been paid totaled $33,371
at December 31, 1996. Such amounts are included in net assets available for
benefits at December 31, 1996 in accordance with AICPA guidelines. However, the
Plan's Form 5500 reflects such amounts as a liability of the Plan in accordance
with IRC guidelines.
(4) CONVERSIONS
During 1996, the 401(k) plans of two companies acquired by Republic were
converted to the Plan, with the related employees becoming participants. All of
the assets of these two plans were converted at fair market value and invested
in the Plan based upon the employee's elections.
(5) PARTY-IN-INTEREST TRANSACTIONS
Plan investments are shares of mutual funds managed by Merrill Lynch Asset
Management Company, an affiliate of the Trustee. Therefore, these investments
represent a party-in-interest to the Plan. The Company pays all fees and
expenses of the Plan, which primarily consist of legal, accounting and other
administrative services and totaled $56,957 in 1996.
(6) INCOME TAX STATUS
The Internal Revenue Service has determined, and informed the Company by a
letter dated July 18, 1995, that the Plan and related trust are designed in
accordance with applicable sections of the IRC. The Plan has been amended since
receiving this determination letter. However, the Plan administrator believes
that the Plan is designed and is currently being operated in compliance with
the applicable requirements of the IRC.
6
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Schedule I
E.I.N.: 75-1105145
Plan #: 001
REPUBLIC INDUSTRIES, INC.
RETIREMENT SAVINGS PLAN
ITEM 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1996
<TABLE>
<CAPTION>
DESCRIPTION SHARES COST MARKET
----------- ------ -------- --------
<S> <C> <C> <C>
CMA Money Fund*............... 123,633 $123,633 $123,633
Merrill Lynch Retirement
Preservation Trust*.......... 495,537 495,537 495,537
Merrill Lynch Growth Fund*.... 36,172 859,703 878,255
Merrill Lynch Global
Allocation Fund*............. 29,483 435,352 423,371
Merrill Lynch Capital Fund*... 19,288 595,062 587,510
Republic Industries, Inc.
Common Stock*................ 24,979 609,734 779,010
------- -------
Total.................. $3,119,021 $3,287,316
========== ==========
</TABLE>
* Represents a party-in-interest to the Plan.
The accompanying notes are an integral part of this schedule.
7
<PAGE> 11
Schedule II
E.I.N.: 75-1105145
Plan #: 001
REPUBLIC INDUSTRIES, INC.
RETIREMENT SAVINGS PLAN
ITEM 27d-SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
Purchase Selling Asset Net
Investment Description Shares Transactions Price Price Cost Gain
- ---------------------- ------ ------------ -------- ------- ----- ----
<S> <C> <C> <C> <C> <C> <C>
Purchases:
CMA Money Fund*................ 634,070 57 $ 634,070 N/A $ 634,070 N/A
Merrill Lynch Retirement
Preservation Trust*.......... 487,130 221 487,130 N/A 487,130 N/A
Merrill Lynch Growth Fund*..... 49,699 53 1,158,078 N/A 1,158,078 N/A
Merrill Lynch Global
Allocation Fund*............. 40,690 34 595,996 N/A 595,996 N/A
Merrill Lynch Capital Fund*.... 25,377 44 776,918 N/A 776,918 N/A
Republic Industries, Inc.
Common Stock*............... 33,532 56 822,841 N/A 822,841 N/A
Sales:
CMA Money Fund*................ 631,343 51 N/A $631,343 631,343 $ --
Merrill Lynch Retirement
Preservation Trust*.......... 321,795 44 N/A 321,795 321,795 --
Merrill Lynch Growth Fund*..... 4,310 42 N/A 100,034 93,611 6,423
Merrill Lynch Global
Allocation Fund*............. 7,021 38 N/A 101,130 98,605 2,525
Merrill Lynch Capital Fund*.... 2,447 43 N/A 73,657 72,281 1,376
Republic Industries, Inc.
Common Stock*............... 1,145 29 N/A 33,098 24,433 8,665
</TABLE>
Notes:
* Represents a party-in-interest to the Plan.
(1) Transactions included herein represent transactions, or a series of
transactions, in securities of the same issue, or with respect to the same
issuer, of 5% of the quoted market value of Plan assets at the beginning
of the Plan year.
(2) This schedule incorporates all disclosures required by the Department of
Labor for assets purchased and sold within the Plan year.
The accompanying notes are an integral part of this schedule.
8
<PAGE> 12
Schedule III
E.I.N.:75-1105143
Plan #:001
REPUBLIC INDUSTRIES, INC.
RETIREMENT SAVINGS PLAN
ITEM 27e-SCHEDULE OF NONEXEMPT TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
Relationship to Description of Transactions,
Plan, Employer, Including Maturity Date, Interest
Identity of Party or Other Party Rate of Interest, Collateral, and Amount Incurred
Involved in Interest Par or Maturity Value Loaned on Loan
- -------------------- --------------------- ----------------------------------------- --------------------- ----------------
<S> <C> <C> <C> <C>
Republic Sponsor Lending of moneys from the Plan to the
Industries, Inc. employer (contributions not timely
remitted to the Plan), as follows:
Deemed loan dated various days in
January, maturity March 11, 1996,
with interest at 8% per annum $ 3,680 $ 40
Deemed loan dated various days in
May, maturity June 25, 1996, with
interest at 8% per annum $83,228 $641
Deemed loan dated various days in
June, maturity June 25, 1996, with
interest at 8% per annum $79,410 $367
Deemed loan dated various days in
June, maturity July 19, 1996, with
interest at 8% per annum $18,163 $140
</TABLE>
The accompanying notes are an integral part of this schedule.
9
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SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
Republic Industries, Inc.
Retirement Savings Plan
-----------------------------------
(Name of Plan)
Date: July 11, 1997 By: /s/ Michael S. Karsner
------------------- -------------------------------
Title: Plan Administrator
